Bank Handlowy w Warszawie Aktie

Okay. It's 2:00 p.m., Warsaw time. Hello. Welcome on financial results of Citi Handlowy for first quarter 2026. My name is Adam Piotrak. I'm Investor Relations Head. I'm with Maciej Krywoniuk, Head of Strategy and Investor Relations Department. We will go through this presentation. The presentation is available on the screen and also as well on our website.

So, Maciej, the floor is yours.

Thank you very much, Adam, and welcome, everyone. Thank you for joining. I will walk you through the set of results for the first quarter '26. It's my pleasure to share that it's been a solid quarter. I will walk you through the drivers behind the results. Maybe before we start, just a few words of explanation regarding sale and exit from our consumer banking business. The midyear date for the demerger that we announced some time back still holds.

We will be informing the clients and all relevant stakeholders about the process in due course, the first messages went out yesterday, 14 days prior to the demerger date, we are planning to have more communication regarding the details. In terms of the highlights of the quarter financially, the net profit reached PLN 386 million, has been 17% above the consensus. The return on equity is solid 19.2% and strong capital ratio with TLAC TREA at 23.5%. The balance sheet has been growing this quarter. At quarter end, the loans were up 13% and deposits 15% year-over-year.

I'll walk you through more details on the following slide. We are -- have been focused on execution of our strategy, which is the bank for global business. And in terms of the institutional loan growth, we reached a record balance of PLN 17.1 billion in this segment. It's been 5 consecutive quarters of growth in the institutional lending book. And we have been observing quite significant client activity. When you look at the deposit volumes, they were up 13% quarter-over-quarter and custody business recorded growth of transaction volume by 18% Q-on-Q.

We have been investing in the technology platforms, including the AI tools. And these were primarily focused on enhancing our client experience and enhancing the global connectivity as per our strategic directions. And we implemented tools for relationship managers as well to improve their experience in terms of how well they can access information about their customers. On the consumer banking side, the consistent growth in wealth management, the number of clients in -- Citigold private client segment was up 3% quarter-over-quarter.

Moving on to the next page, Page #3, we will walk you through the business volumes. So in terms of the lending book, when you look at the graph, the loan portfolio was 18% up year-over-year. It's been growing more than 3x faster than the banking sector. Q-on-Q growth was also positive with 5%, and primarily contributing to the growth in terms of the year-on-year view were the segments of global and corporate clients. The deposit volumes, I mentioned them in the beginning of the presentation, but in the institutional banking, they were growing double-digit growth with 16% Q-on-Q and 22% year-over-year.

Strong performance in the financial markets with -- it's also a reflection of transaction value, which among others in the brokerage departments were up by 50% year-over-year. On the services side, 38% growth of our trade finance assets and the volume of assets under custody was also 23% up. When you look at the red arrow at the bottom of the page with 49% decline in the new financing granted in the quarter 1, it's the base effect of last year where in Q1 '25, granted a large facility and this impacted the growth rate in a negative way.

Page 4 is just a summary of landmark transactions executed this quarter. I mentioned that the client activity was strong, and that's just the evidence of a few transactions that we have executed varying sectors from P4, which is a play operator, automotive and trade sector as well. So that's the side with transactions.

Moving on to the slide on the consumer banking volumes, which is Page #5 in the presentation. Flattish loan volumes in consumer bank with 1% decline quarter-over-quarter. They were up 2% year-over-year. The deposit volume is stable with 1% Q-on-Q and 2% year-over-year growth. What's important is the wealth management business with private banking growing both in terms of the total relationship balance that we hold for our clients, which was up 9% year-over-year and number of Citigold private clients increasing by 16% compared to last year.

It's my pleasure to share with you what's on the next page. Our Citi Handlowy Foundation is 30 years old this year. And as you can see on the slides, the contribution for social activities amounted to over PLN 110 million in terms of the budget. And when you look at number of beneficiaries, they were -- they sum up to over 10 million, so significant numbers here. And we have been and will be committed to support the communities we operate in. And it's going to be executed continuously through the Citi Handlowy Foundation.

Now moving on to some details behind the financial results, starting with the top line. Just briefly, the total bank revenue was at PLN 1.2 billion, which is the second highest historically. The highest historically was 3 years ago, but just to remind you, the interest rate level was 300 basis points higher compared to where we are now. So something to be proud of in terms of the top line.

The total revenue amounted to PLN 971 million in the institutional banking. It includes almost PLN 200 million of gains from sale of debt securities in the quarter. When you look at the growth rates, both 33% Q-on-Q and 24% year-over-year, represent significant growth. In terms of the contribution from different areas, that's the management view on the right-hand side and the revenue dynamics are positive in each of the product categories that you see ranging from financial markets through services and relationship banking. The consumer banking revenues were at PLN 228 million. They were down 8% quarter-over-quarter. It's a function of lower interest rates. But all in all, summarizing the page, it was a strong quarter in institutional banking definitely.

Moving on to net interest income page. So the net interest income was slightly affected by realized gains on the sale of the debt securities. And that's primarily what's behind the decline that is 8% Q-on-Q. It's been offset by growing lending portfolio. And what we want to share with you is definitely that we are very focused on discipline around interest expenses. They were down this quarter despite the growth of the deposit book in the bank.

And the net interest income on the consumer side, PLN 186 million, down by 8% Q-on-Q, again a function of declining rates. When you look at the net interest margin graph, the NBP reference rate was at 3.75% in Q1. Our house view is that there will be no change in interest rates by year-end. And our CFO shared this morning that we are expecting the stabilization in the NII line this year.

Moving on to fees line. So PLN 107 million in the institutional banking for Q1. It's slightly lower compared to last year. There were some episodic transactions executed in Q1 '25. No major episodics this year in Q1. But when you look at the main contributors behind the fee line, it's custody and transaction banking, they represent more than 80% of the revenue. And in fact, in the consumer banking, the fees amounted to PLN 39 million and they were kind of stable Q-on-Q and year-on-year, no major changes in the consumer banking side.

Moving on to our treasury business. It's been a strong quarter for our treasury area with PLN 918 million of revenues. They were up 35% Q-on-Q. Definitely very strong trading results, as AFS gains that you see on the graph, were both close to PLN 200 million. It's in a way preparation of the balance sheet for the demerger. And as you are aware, our consumer business is very liquid. It's got more deposits than loans, and we need to prepare for the demerger plan for midyear and the liquidity requirements for the upcoming transaction.

In terms of the balance sheet, you see the mix on the right-hand side. And we are kind of more towards short-term investment securities at the moment. And the revaluation reserves that you see at the bottom of the page at negative PLN 108 million are the function of the macro environment changes linked to the war in Iran and the changes that happened in the operating environment that followed.

Moving on to expenses, which is Page #12, which is PLN 335 million in institutional banking this quarter. It's a quarter where seasonally, we are booking the regulatory expenses at the elevated level. The Q1 is characterized by the Banking Guarantee Fund contribution. This time was no different, slightly higher regulatory expenses, you see PLN 118 million compared to PLN 88 million last year.

When you look at more details in Q1 in terms of the type of expenses that were growing, I walked you through the regulatory expenses that were up PLN 30 million compared to last year. The IT investments are behind the PLN 17 million of growth. In the expense line that -- these are the investments in the tech infrastructure and linked with our ability to increase the client experience and the global connectivity and staff expenses with PLN 11 million growth, that's our focus on keeping the salary levels competitive.

And I would draw your attention to the cost-income ratio, which you see for Q1 was at the level of 34%, very healthy cost income for the institutional banking despite growth in some of the areas, we are still very committed to the cost discipline that the bank is well known for. The operating expenses on the consumer banking side were PLN 214 million. They were higher by 31% Q-on-Q. They were also up 8% year-over-year. The growth is primarily linked with the incurred migration expenses and the preparation for the transaction that's ahead of us.

In terms of the cost of risk. So cost of risk is at PLN 17 million in the institutional banking area. We have booked additional provisions. That's the growth which is linked with the provisions related to the portfolio growth. So nothing that is to worry about in terms of what's in the PLN 17 million. When you look at the -- both the coverage ratio and share of Stage 3, they are at much better levels compared to the banking sector with coverage ratio at 64% in the bank and share of Stage 3 at 2%.

Cost of risk in the Consumer Banking segment amounted to PLN 3 million, which is a positive result of write-offs. And we have also executed the sale of the nonperforming loan portfolio in Q1 this year. So briefly, that's the summary. When you look at Page 14, maybe I would just draw your -- again, your attention to the total revenue level at PLN 1.2 billion, very strong top line results this quarter. Also that helped to generate the ROE at 19.2% and keep the ROA at high level at 2%. The net profit of PLN 386 million -- all this with significantly higher tax rate, which grew from 19% to 30%. And that's, in a nutshell, all from my side. And now I open the floor to questions.

If there are no questions, thank you very much for...

It's Peter Priisalm from Avaron Asset Management. Maybe I ask a question on loan growth. So now that the retail banking is out of the system. So in which segments in corporate lending do you see perspectives for growing? Or what could be the strategy for speeding loan growth going forward?

Well, we are not changing the targets. Thank you for the question, Peter. So we are not changing the target market as such. So you would not expect to observe that the risk profile of the bank will be changing. The 2 growth engines that we are looking for as per our strategy are defense and energy security and energy transformation in general, so these are the -- from a project perspective.

And when you look at the segment, in fact, there is no single segment where we are expecting more growth. We have been executing very long-standing relationships with our clients. And we observe some projects that are executed at the corporate levels, and it's always the case that there are such transformational deals -- we are part of such transactions. They also include some cross-sell elements. So whenever we land, we also make sure that the cross-sell is included so that our profitability profile is also maintained going forward. So I hope this answers the question.

Maybe just a follow-up on that. Do you see those defense and energy security segments mostly in kind of state projects or you are more focused on kind of private, kind of, companies doing those projects? And a follow-up, if these are state-owned, how is the kind of margin outlook there? Because I think the state-owned banks are also very keen to invest into those projects. So is there some kind of appetite for you to go for those low margins?

Well, you're right on the competitive side of things. Definitely, it's been and it is a very competitive market. And we are observing some margin compression in those high demand products around security and energy transformation. That's why we usually offer a full range of products, including some treasury related hedging solutions as part of these transactions. And so there usually is some element of risk management component since quite often the tenures are longer.

And basically, to your question on whether it's more state-owned or private, I would say it's both, and we are active in both areas. And basically, where we are also active is some of the projects that are executed by -- on the private side, by large corporates that are multinationals, that are present in Poland, and they are behind some of the energy projects, energy transformation projects. And since we are the home bank in a way, so basically, this is where we are also active on the private side. Okay. Any more questions that you would like to ask?

Okay. So thank you for joining. Thank you for the time, and have a nice rest of the day.

Thank you for joining, and see you soon. Bye-bye.

Okay. Hello, everyone. My name is Adam Piotrak. I'm the Head of Investor Relations at Citi Handlowy. Welcome on earnings call for fourth quarter of Citi Handlowy. I'm with Maciej Krywoniuk, Head of Strategy and Investor Relations. We will go through the presentation, earnings presentation and -- which is available on the screen and also on our website. And after the presentation, there will be a Q&A session. Maciej, over to you.

Thank you very much. I will be walking you through the presentation that was shared with you. It's also available on our web page. And let me start on Page #2, which is a brief summary of 2025, which was a year for us where we converted client activity into growth. Just maybe as an introduction, in terms of the migration of our consumer banking to VeloBank, it's pretty much on track and the planned migration as shared with you previously is mid-2026. And in terms of the institutional banking, we -- it's my pleasure to share with you that we are executing the strategy of growth in this segment and quite a number of details will follow in the presentation.

In terms of the '25 summary, very healthy growth of our institutional banking loan book. The growth was plus 22% year-over-year. It's translated into the highest level of the loan portfolio and the institutional banking in the history. It's at the same time, 3x higher than the market growth dynamics. So we, in a way, walk the talk here.

In terms of the revenues, we increased revenues in every product group in 2025. We have 40% market share in the custody business in Poland. And when you look at trade finance, which is one of the few engines of growth for our strategic directions is plus 29% year-over-year in terms of the value of assets.

We have been implementing AI tools pretty much to increase employees' productivity and effectiveness. Some of the tools are aimed at improving client experience. And all in all, we were focused on generating value for shareholders. Our ROE for the year was 19.7%. And since we are a dividend company, 75% of dividend payout, the regulator allowed to pay out up to 75% of net profit for 2025.

Coming back to fourth quarter, which is Page 3 in the presentation. In terms of the top line numbers, the revenue at PLN 980 million, very solid net profit in the quarter at PLN 596 million. I shared the ROE levels with you. The balance sheet was growing 16% growth in the total loan book and 13% growth in total deposits. I mean the total bank here and growth details on the institutional portfolio will follow on the pages I'm going to share with you in a second. So strong capital position with TLAC TREA at the level of 25.4%. I mentioned the institutional banking client assets. The new financing amounted to PLN 1.4 billion that we granted to our clients in the fourth quarter. It translated into 2% growth quarter-over-quarter of the loan book.

We were active in the client transactions on the capital markets. We were investing in our technology and digitizing the processes. It's well received by our clients when you look at the number of transactions that were processed online. The volume increased by 7% quarter-on-quarter.

Lastly, the consumer banking business. Despite some of the migration-related activities, the business volumes are growing in this segment. And I mean here, both the client portfolio and assets under management, the details will follow shortly.

Now moving on to Page #4, which is the institutional banking and the business volumes. I've shared with you that the loan book increased by 22% year-over-year. The quarterly growth was 2%. I think it's important to note that when you look at the portfolio level, which was above PLN 16 billion, we were able to increase the book by more than -- by almost PLN 3 billion, which is a representation of the 50% of the consumer banking loan portfolio. So we have been declaring that we are going to rebuild the client portfolio of consumer banking, which will be demerged and last year, the 50% of the size was already booked and the growth represents that.

The deposit volumes year-on-year growth, 19% in terms of the quarter, slightly down, which is a year-end situation, and it's total to PLN 39.6 billion. The business volume dynamics, FX was down 16% of the transaction volumes, it was linked to the strengthening of Polish zloty versus USD. However, the value of transactions conducted through our brokerage department was up 65%. Pretty strong transactional activity, maybe not so visible in the number of cross-border money transfers, which was slightly down 2% year-over-year. But if you look at the value of trade finance assets, it was 29% up. The relationship banking area, the new financing granted and current financing volume was up 15% year-over-year.

Page 5 is just a brief summary highlighting the key transactions that were executed recently and you see the different types of transactions from syndicated facilities through accelerated book building. We are -- our clients are executing the transactions. We are helping them grow and expand their business activities.

Page 6, coming back to the consumer banking business volumes. The loan book was slightly up year-over-year and flattish quarter-over-quarter. The deposits at similar levels, both year-over-year, slight growth, 2% and 0% dynamics quarter-over-quarter. Kind of similar trends in FX to the institutional banking, slightly lower volumes in Q4, 3% down year-over-year in terms of the volumes. However, number of transactions was up by 6% in terms of the CitiKantor transactions, which is our online FX exchange tool. The important thing is that the client portfolio is growing. When you look at the private banking dynamics, number of Citigold private clients was up 13% year-over-year. And it's not only the client portfolio what follows the AUMs, and they were up last quarter. In fact, we have reached the record level of the assets under management portfolio.

Page 7 is the social page. So we are active in the social activities through our Kronenberg Foundation. You see that there was a number of projects that were executed and also a significant number of employees that were involved and were behind the help that we have been providing to the community and the projects range from support for refugees from Ukraine, to improving access to sport for children with disabilities, food security. Different types of projects that are forming part of our social agenda and our contribution to the environment we operate in.

Moving on to Page #9. Before I jump into the quarterly numbers, just maybe a step back and a brief summary of 2025. So net income of PLN 1.666 billion. It's a strong result achieved in declining rate environment. As you know, the rates were down by 175 basis points last year. It's impacted the net interest income, which I will discuss in a second. However, if you look at the interest revenue in the annual view, it was up 12%, which is a reflection of our loan portfolio growth.

I mentioned the dividend. The dividend payout totaled to PLN 1.8 billion, which was a record payout for the bank and translated into the dividend yield of 13%. So it's among other priorities to create value for shareholders. The capital position is and remains strong. I would only comment that it will slightly improve post the demerger, having in mind the structure of the transaction.

The presentation that I'm going to share with you, the following pages are in terms of the presentation format are splitting the business into continued operations, which is the institutional banking and discontinued operations, which is the consumer banking. So coming to total revenue in the institutional banking, when you look at the Q4 at PLN 732 million, it's comparable to last quarter despite the rate cuts. The lending book, as you heard, is growing. The trade finance book is also 24% up quarter-on-quarter.

When you look at the consumer banking revenue, it's down by 7% quarter-on-quarter, 13% year-over-year. It's primarily impacted by the rate impact and I think it's important to note that in general, client revenue is increasing its share in the total revenue of the bank, and it's ensuring the more recurring character of the revenue mix.

Moving on to Page #10, which is the net interest income page. PLN 511 million of net interest income in the institutional side last quarter, flattish versus Q3 and down 7%, which is a function of rates and NII on the consumer banking side at PLN 202 million. It's above the PLN 200 million mark. However, it's 7% down quarter-over-quarter, which again is primarily the impact of rates. I will draw your attention to the bottom right-hand side of the slide, where we are showing the client view and the dynamics of the interest income from clients. The quarterly view is plus 4% Q4 over Q4, and it's plus 12% when you look at full '25 versus full '24. So this is a reflection of our efforts in terms of building the client revenue and net interest income.

When you look at Page 11, which is the net fee and commission income slide, the full year fees are up by 8% year-over-year. What's behind the growth is the custody business, it's the brokerage business and then that's the trade finance business as well. PLN 108 million recorded in institutional banking in the fourth quarter is 2% up quarter-over-quarter and behind the numbers is primarily brokerage and lending products. The fees line in the institutional -- sorry, consumer banking side was at PLN 40 million, down quarter-over-quarter by 13% and 3% down year-over-year, kind of seasonal effects here. And what's positive here is the investment product sales and growing client portfolio, which are positively contributing here.

The treasury results, Page 12. This is where we booked PLN 680 million in the revenue line, and you see the composition of it. The most impacted line was the net interest income line and also a function of portfolio size, which reduced in Q4. The trends in the income on FX, which is the left -- bottom left side of the slide is the client activities in institutional banking and the client activity usually in the fourth quarter is seasonally strong, and it was the revenue from FX was up 5%. You see the mix of the balance sheet with slightly reduced share of the securities portfolio as a result of client receivables growth. And this is the trend that we are showing consistently and which you can observe in our quarterly disclosures.

Moving on to cost of risk. Cost of risk -- sorry, not cost of risk. Before we jump to cost of risk expenses first. So expenses, we have been and we are characterized by strong cost discipline. We, in fact, are the only bank among peers with decreasing expense base. So when you look at the institutional banking, the cost base was down 3% Q-on-Q and 5% year-over-year. When you look at the cost income level at 23%, it's in line with our strategic commitments and the KPI that our cost income will be below 30% in the long term. Going through more detailed analysis of expenses, which is on the right-hand side, you see that the 2 line items that are growing are the staff expenses and the regulatory expenses.

And the consumer banking, a few words here. The operating expenses amounted to PLN 204 million, significantly down 14% quarter-over-quarter. Lower costs are primarily linked to lower costs that we incurred, which are linked to the project of consumer bank exit.

And now Page 14, which is the cost of risk, very healthy situation in our lending book. The Q4 in institutional banking, minus PLN 3 million. It's a result of the move between stages, some of the outstanding swaps from Stage 2 to Stage 1. It's linked with the improving financial standing of our clients. The consumer banking cost of risk amounted to PLN 5 million. And maybe briefly, if you look at our NPL levels, they are at 2.5%, whereas in the banking sector, the NPL ratio is at 6.6%. So significantly better vis-a-vis the market situation here.

I think in summary, that will be it from my side in terms of going through the presentation, we are happy to take questions. So I open the floor for the Q&A session.

Okay. If there are no questions, our contact details remain the same. So feel free to reach to us either by phone or by e-mail. You've got all the contact details on the web page as well under the Investor Relations tab. So thank you very much for today. It was a pleasure to share the Q4 earnings with you and looking forward to hearing from you soon.

Thank you, Maciej. See you, bye-bye.

Bye-bye.

Hello, everyone. Welcome to financial results disclosure of Citi Handlowy for third quarter 2025. My name is Adam Piotrak. I'm Investor Relations Head. I'm with Maciej Krywoniuk, the Head of Strategy and Investor Relations Department. He will go through the presentation. The presentation is available on our website, investorrelations.citihandlowy.pl and is available on the screen. So Maciej?

Thank you very much, Adam. So it's my pleasure to share with you today the financial results of Citi Handlowy for the third quarter 2025. It's another quarter where we are executing the strategy that we have shared with you in the first half of the year. I will be discussing the growth in lending volumes that we shared with you, we're going to deliver some key transactions where we participated in and also the dividend that we have paid out. We paid out PLN 1.3 billion initially. And in October, we paid out PLN 450 million to our shareholders as well. So this is part of our dividend policy and that we are executing upon.

Coming back to numbers. So Q3 2025 in terms of the results. For the total bank, the revenue was above the PLN 1 billion and net profit reached PLN 469 million. This translated into a return on equity at 17.1%. Talking about balance sheet and the dynamics and volumes. At the total bank level, the lending volume grew 14% year-on-year and deposits were up 16% year-over-year. The capital position, this remains strong with TLAC TREA ratio at 25.6% at the end of the third quarter.

A few of the highlights in terms of the lending volumes I shared with you. Institutional Banking, the lending volume grew by 4% quarter-on-quarter. It was the fourth consecutive quarter where we recorded growth.

In terms of financial markets, we arranged 2 debt securities at the amount of PLN 1.5 billion. We have shared with you some time back that we will be investing in platforms for our clients. And so we launched Citi Velocity onboarding -- gradually onboarding new clients to our FX platform. The CitiDirect, we are digitizing the services for transaction banking clients. When you look at the number of transactions processed by CitiDirect, it amounted to 9.8 million, which is 2% quarter-on-quarter growth.

The Consumer Banking, the Wealth Management business volumes growth continued and the number of clients in strategically important CPC segment, so the Citigold Private Client segment was up by 4% quarter-on-quarter. When you look at assets under management, the average amount increased by 6% quarter-on-quarter. It's my pleasure to share with you that we are also implementing AI tools aimed at improving quality and effectiveness of the services to our clients, giving more time for our employees, and we implemented Citi Stylus and Citi Assist, which are globally used tools in Citi.

Moving on to Page 3, which is summarizing the business volumes in the Institutional Banking segments. It's my pleasure to share with you that we have recorded growth across all 3 segments in the third quarter and growth -- year-on-year growth in our Corporate Clients segment was the most significant with 45% year-on-year growth. Both Global Banking and Commercial Banking clients were growing as well. And we grew 4% quarter-on-quarter. If you look at year-on-year growth, it's more than 4x the market with 27% growth of the lending book. And deposit volumes slightly down quarter-on-quarter, but if you look at year-on-year, the growth was at a very solid level of 20%.

In terms of the segment performance, the first markets, you see that FX transaction volumes grew by 3%. The brokerage house very strong growth of 84% year-on-year in value of transactions. The services and transactional activity, cross-border were up 7% in terms of the money transfer. The value of trade finance assets was up 33% year-over-year. And banking was focused on deepening our relationships with our clients. We granted new financing in the amount which was higher by 32% compared to last year. And all this proves that we are executing the repositioning of Citi Handlowy towards institutional only bank.

I'll be covering the consumer banking in a while, but moving on to Page 4, which is just a brief snapshot of key transactions in the quarter. As you can see, we were active in debt capital markets. You see the issuances of debt securities on the page. The [ Kaucja.pl ] is the example of transaction where we are involved in the sustainable area. We were a part for the recycling system introduced in Poland on October 1. And the transaction from the core lending area is just an example of financing for energy sector transformation and decarbonization-related projects, which are also at the core of our strategic priorities for the next 3 years.

Moving on to Consumer Banking. It's a discontinued from an accounting point of view, segment of our activity, but also an important element of -- still important element of Citi Handlowy. So loan volumes flattish, both year-on-year and quarter-on-quarter, but growth in the deposit volumes and growth in the wealth management volumes. I have shared that the AUMs were growing. So the average assets grew by 6% quarter-on-quarter. When you look at other dynamics, the private banking with Citigold Private Clients portfolio was 13% year-on-year growth and some declines, but not significant declines in the cards area where transaction value in terms of the domestic and cross-border was down year-on-year. But all in all, a pretty strong quarter in terms of the business activity among our clients in the consumer banking area, especially in the wealth management space where we are growing both the client portfolio and the business volumes are growing as well.

The social responsibility Page #6, we have been and will be active in the social space. I just wanted to share with you that Polish Foundation perspective, which is an educational foundation, got a grant in the amount of USD [ 1 ]million for their activities. We are part of the series of programs aimed at helping locally in the Polish market, also giving access to the Citi Foundation and their activities that are available for Polish participants.

Moving on to Page 8, which is the revenue page. So starting with the Institutional Banking. As you can see, the rates impact is visible in the top line that we are sharing with you this quarter, the 5% decline in revenue line year-on-year and 11% quarter-on-quarter. It's worth underlining that the base for that is second quarter 2025 was positively impacted by gains realized in the markets area. There were no such gains in this quarter. So this is why -- and that's what's primarily behind the decline in the top line.

When you look at the segment's performance, the client revenue was up 7% despite the rates. And record high level revenue of transaction banking customer and relationship banking this quarter. On the Consumer Banking, almost PLN 107 million in the revenue, down 3% quarter-over-quarter, primarily driven -- and the decline was driven by the rates impact that we have recorded following the rate cut cycle. The net interest income also impacted by the decline of NBP rate that was down by 100 basis points when you look at the trend. So 7% down year-on-year, 3% down quarter-over-quarter. All this was compensated by growth in lending volumes. When you look at the dynamics of the interest income from our clients, it was up by 8% year-over-year. So we were able to compensate the rates impact by the volume growth.

On the Consumer Banking, the net interest income amounted to PLN 217 million, down by 7% quarter-over-quarter. Moving on to fees. So fees were solid this quarter. The year-on-year growth was by 9% and stable level versus second quarter of '25 with PLN 106 million in fees generated in the third quarter of 2025 in institutional banking. This was also driven by strong performance in the transaction banking, primarily trade finance area. The transaction banking fees were up 10% Q-on-Q and 6% year-over-year.

Custody, this is where we are #1 in the market. When you look at year-on-year growth, it was up 32%. The net fees and commission income in the consumer banking area, it was at PLN 46 million in the third quarter, 14% growth quarter-on-quarter, 5% growth year-over-year. This was driven by higher AUMs, which translated into stronger performance and fees in the consumer banking.

Moving on to Treasury. I indicated that Q2 was very strong in Citi Handlowy, where we recorded AFS gains north of PLN 100 million. The treasury line in the third quarter at PLN 762 million was close to Q1 levels and average recorded last year. We always share with you that looking at this line of our P&L, it's more -- we need to take more long-term view than analyzing single quarters. Some underlying trends when you look at income and FX, the client activity in institutional banking, it was up by 2% quarter-on-quarter.

Looking at the mix of our balance sheet and the structural balance sheet, primarily high-quality liquid debt securities, which constitute the majority of the balance sheet reflecting the quality of the portfolio. And the revaluation reserve in September 2025, PLN 137 million, we are actively managing balance sheet, recognizing the gains we were able to achieve the positive revaluation in the third quarter. Expenses, definitely, we remain disciplined in expense line. The expense line is pretty much stable both year-on-year and quarter-over-quarter despite recorded inflation.

When you look at the expenses, the type of the expenses, the staff expenses and regulatory expenses were the one that were growing. And would characterize the quarter as solid in terms of the cost income at 23% in Institutional Banking in the third quarter. Even including regulatory expenses in Q1, we would have around 26% cost-income ratio, which is a very healthy number for our institutional banking and Q3 expenses in the consumer banking area amounted to PLN 189 million, which is down by 15% quarter-on-quarter, slightly higher by 8% year-over-year, primarily driven by staff expenses in our retail business.

Last but not least, our cost of risk. In Institutional Banking, we have reclassified a few exposures from Stage 1 to Stage 2. This is where the PLN 19 million cost of credit is coming from in the Institutional Banking segment in the third quarter. You can tell it's elevated vis-a-vis the trends recorded in the previous quarters. However, with cost of risk at a very low level at around 20 basis points. There are no worrying signals for us. These are just a few exposures that were reclassified, but we do not see structural issues in the portfolio quality at this stage, which is reflected in the right-hand side of the slide, if you look at both the coverage ratio and share of Stage 3 in our lending book, it's significantly below the banking sectors in terms of share of Stage 3 and where we are well provisioned with coverage ratio above the banking sector levels.

The cost of risk in Consumer Banking was at PLN 3 million, and this is also a reflection of the quality of our consumer banking lending book. This will be it from my side in terms of the summary of the performance in the third quarter. It's time to open up for questions.

Okay, Maciej. Thank you very much. I think that everything is clear. So thank you for joining. If you have any more questions, you can -- we are available. You can find our address on the website. So thank you very much, and have a nice rest of the day.

Thank you for joining. Have a good rest of the day.

Hello, everyone. This is the earnings call for the Second Quarter 2025 of Citi Handlowy. My name is Adam Piotrak. I'm Investor Relations head. I'm with Maciej Krywoniuk, the Head of the Strategy and Investor Relations Department. He will go through the presentation. The presentation is available on our website, Investor Relations, Citi Handlowy or you can see on your screen. So let's start. And after the presentation, there will be a Q&A session. Maciej?

Thank you very much, Adam. So a warm welcome to all of you. Thank you for joining. Let me start with Page 2, which is a summary of key events in the second quarter. So what happens on the Consumer Banking segment, we start with the business where we announced on the 27th of May, we have signed the sale agreement, which we published to the market. So following the signing of the agreement, we have also updated the strategic directions, which are bank for global business. This was also communicated to the market. We have prepared the merger plan, and so we are well on track to transfer the consumer banking operations to the buyer, which as per plan is scheduled for mid-2026.

There is a series of different approvals, including the regulatory approvals. So we will be executing to get these. In terms of our strategy implementation, we walk the talk in a way. So as you will see in the material today, there's high dynamics of lending growth among the strong banking clients. We announced the payout of the second highest dividend in the history of the bank from 2024 profits. This was PLN 1.3 billion, which translated into 8.3% dividend yield. We informed in fact, last Friday about the KNF approval for the payment of 2019 profits in 2025, which is additional PLN 449 million that will repaid to shareholders.

Now moving on a brief introduction on how we change the reporting structure of the bank. It's the first time that we use IFRS 5 which is about assets held for sale and discontinued operations. So we have classified the consumer banking as discontinued operations. And the remaining part of the business will be presented as continued operations sticking to the accounting terms, this includes institutional banking. So the institutional banking covers, as you see on the slide, 3 main areas of activities. The first 1 is markets. But this is both the client business and professional markets. The second 1 is the services, which covers transaction trade solutions and custody activities. And the third 1 is banking. So it's both the lending portfolio and the investment banking activity of the bank.

So we will be presenting the revenue the revenue split following these 3 areas going forward, there will be more details around the areas of activity.

Now moving on to Page 4, which is a brief summary of the financial results. So key -- a snapshot of key figures at the total bank level. The revenue of PLN 1.1 billion. The net profit impacted by one-offs related to the consumer bank exit at PLN 166 million. This translates into a return on equity of PLN 17.9 million with strong balance sheet growth, strong double-digit figures here, so 14% growth in lending and 19% in deposits with carried on strong capital ratio of 27.1% TLAC TREA ratio. Key highlights in terms of Q2 and activity. I think it's worthwhile, I think the net profit excluding the transaction loss. This was PLN 546 million -- so 26% quarter-on-quarter growth. In terms of the lending, I have mentioned the balance sheet growth. The lending growth is above the banking sector average with loan volumes growing at 7% quarter-on-quarter in the institutional banking. The revenue growth of 7% quarter-on-quarter. It was partly due to strong performance in financial markets, which are recovering on the following slides. And we have reaffirmed our market-leading position in Poland in the custody activities.

And just to remind you, our market share is over 40% in custody. We are exiting consumer business, but it's been the third consecutive quarter an increase of retail deposits. Citigold private client portfolio is also growing by 5% quarter-on-quarter. So all in all, good trends in the consumer banking business.

Coming back to the institutional side. So Page 5 is the business volume slide. So as you can see, as per our strategic directions that we are executing, that was a quarter of strong dynamics of client assets. 7% growth, which is about the banking sector of 2% quarter-on-quarter, even 19% vis-a-vis the banking sector of 6% year-on-year. It was commercial banking and corporate clients that were primarily responsible for the growth. On the deposit side, also strong volumes with deposits growing quarter-on-quarter 12% versus the banking sector of 6% and 27% year-on-year growth with the banking sector growing at 20%. The financial market trends, the drivers, I would point to value of transactions concluded through the brokerage house, which was up 63% year-on-year. Strong client FX transaction volumes with 7% growth, very healthy growth in trade finance assets with 47% growth in the portfolio year-on-year and also the relationship banking where new financing increased by 36% year-on-year.

In terms of the volumes that the presentation here is the transaction. So as you see on the slide, several transactions, from -- ranging from FX solutions for Jerónimo Martins, which was tailor-made, in fact. I think talking about the facts, it's worth mentioning that we have launched the Citi Velocity platform, which is our new platform, completely revisited in terms of user experience, design and functionalities with automational transactions. This also includes reporting and research. We -- there is an option to integrate with client systems. So very much state-of-the-art new implementation that well valued by our clients. We have been supporting Allegro in 2 transactions around accelerated equity offering. As you can see on the slide, we were so partner supporting liquidity of the Polish -- Polski System Kaucyjny, which is a recycling company around product packaging, and we have also granted the syndicated loan. We were in the syndication for the company from the IT sector and the amount was PLN 1 billion total.

Coming back for a second to the consumer banking business volumes. This was another solid quarter there in growth in lending in line with the sector at 2% and it was both in mortgage and unsecured loans, which grew 2% quarter-on-quarter. With deposit flattish 1%. But as you can see on the trends high volumes of deposits. And also FX volumes were growing with 2% year-on-year growth in terms of number of transactions, CitiKantor our FX tool available online and 1% growth in the FX volumes on the consumer side. I mentioned at the beginning, the Private Banking segment, strong double-digit growth rates in terms of the total relationship balance as well as a number of private clients and slightly flattish or down trends in terms of that card volumes, the card transaction value was flattish, in fact, 1% down domestic and cross-border was down 7% year-over-year.

Not going into details on the next slide in terms of the Global Community Day. I think it's just worth mentioning. We've been doing volunteer projects for 20 years now. So it's an important year for us we are present in the different volunteering programs. We are supporting different disadvantaged groups and we carry on work for the environment, 2,300 of volunteers with more than 13,000 hours and 20,000 beneficiaries in the whole program this year. So something to be proud of definitely and something we do for the community we operate in.

And just briefly on Page #10, which is the implementation of IFRS 5. This is linked to the carve-out of the Consumer Bank and presentation of the discontinued operations. So as you can see on the walk, that's the walk on the bank's net profits and how we arrived at the PLN 546 million of net profit, excluding the loss on transaction, the loss was PLN 381 million and the reported net profit, as you can see, is PLN 166 million. So happy to give you more details in the case there are questions. But just 1 point to note, the PLN 381 million number, this is the conservative view. This doesn't include the PLN 100 million earn-out if we recognize the earn-out, this will be recognized as revenue in the next year.

The revenue page, which is page 11. So this is the Institutional Banking revenue. So the continued operations and the revenue growing both quarter-on-quarter and year-on-year, with 7% quarterly growth and 3% yearly growth. I think strong Q2 with strong markets business and realized gains there. But as shared with you, definitely a set of solid business volumes in this quarter with growth of assets around 19%, strong custody, strong foreign exchange activity and strong trade. So these are the businesses I would point to. If you look at the revenues in terms of the management view on the 3 areas I have shared with you in the beginning. So markets, they represent 43% of the mix, services are to 51% and banking is 6%.

Now the consumer banking revenues, they amounted to PLN 276 million. This is a decrease of 7% year-on-year. And this is a function of falling interest rates in the second quarter. The net interest income. So following the 50 basis points decline in rates, the net interest income is slightly down 3% quarter-on-quarter and 5% year-over-year. And the fact that as said, net interest income, the PLN 530 million in the second quarter. The decline in rate is slightly compensated by the growth of the lending portfolio. If you look at the right-hand side and the dynamics of interest income from the nonfinancial clients, they are up 22% quarter-on-quarter and 24% year-on-year. The consumer banking net interest income amounted to PLN 232 million. This is, again, the function of the rate sensitivity on the consumer banking side.

In terms of the fees, which are on the next page, they are 4% down quarter-on-quarter. There was one-off transaction in the first Q, the IPO-related revenue that we booked, there were no significant one-offs this quarter. So more on a comparable basis in terms of the fee year-over-year, it's ex one-offs and is 3% growth. In terms of the consumer bank, PLN 40 million of fees in the second quarter, slightly lower fees. This is a decrease of 9% year-on-year and slightly lower fees in the installment products, which, on the other hand, we have reported increased fees in the investment product sale. All in all, the quarter-on-quarter revenue -- fee revenue is kind of stable.

The treasury activity, 15% growth quarter-on-quarter, so strong performance here and realized gains, as I have shared with you, that you can see on the treasury results graph, 10% growth year-over-year, and we have reversed the trend of the revaluation reserve, which is a positive news on the page.

Now moving on to expenses. So we carry out the cost discipline. If you look at the graph of the operating expenses, you see that the costs were down this quarter. They amounted to PLN 171 million. The first quarter was impacted by one-offs primarily to the regulatory expenses. So the first and the second quarter are hardly comparable. However, I think what stands out is the cost-to-income ratio of 20% on the quarterly approach. When you look at the types of expenses, we have recorded growth, but it's primarily staff expenses and regulatory expenses that has been growing in the first half of the 2025. And all in all, the cost base was flattish with 1% dynamics.

In the consumer business, the operating expenses amounted to PLN 223 million. which is an increase by 23% year-over-year. I would point to 3 components of the growth, the regulatory costs of the BFG charge the transaction-related expenses. As you know, we got in the process of exiting and then there are some specifically transaction-related costs that we have booked and there is also increase in the staff cost line on the consumer banking side.

Cost of risk, cost of risk, so only PLN 1 billion of provisions books and booked in the first quarter, which is, again, the reflection of the high quality of the lending book that we carry on the books better than market coverage ratios and NPL ratios. The cost of risk on the consumer banking side is at PLN 1 million. The positive result of write-offs and the positive impact was driven by the NPL portfolio and also positively contributing to the P&L by PLN 10 million. You'll see also the coverage and share of Stage 3, where we are significantly better than the banking sector.

So in brief, this is the set of figures that we wanted to share with you for the second quarter. Some new reporting cuts, as you have seen, and this is something that will be continuing following the implementation of the IFRS 5 this quarter. So I might expect some questions around the numbers. So we are opening the Q&A session just now.

I believe it was clear for everyone. So if there are no questions. So thank you very much for joining. We are available both by e-mail and on the mobile phone. So if you need anything, you will just reach out. Again, thank you for your time, and have a good rest of the day.

[Interpreted] Respected Supervisory board, to pursue the agenda, please submit your candidate for Chairman of the Supervisory Board meeting. I think this is recorded. So we need to speak into the microphone. Over to [indiscernible] as a proxy of shareholders, [indiscernible] and a public limited company, I would like to submit [indiscernible], to chair the General Meeting.

Thank you very much. [indiscernible], do you agree to serve as Chairman of the meeting. Are there any other motions or proposals in terms of nominations for the Chairman of the General Meeting. I see none. And hence, I would like to put this to a vote.

Who is in favor of electing Mr. [indiscernible], as Chairman of the Ordinary General Meeting.

Okay, who's in favor?

Yes. And we're simply voting. Well, this is a secret ballot vote. It's a personal item. Who has abstained and who is against. In other words, please get your votes. Has everybody had a chance to submit their votes. Yes. I'm not receiving actually a paper version, but I read it from my tablet. That's in favor, 116, 490,259 votes. There have been no votes of against and 203 votes abstention. Hence, I would like to state that Mr. [indiscernible] has been elected as Chairman of the General Meeting -- today's general meeting. And now I hand over the floor to the Chairman of the meeting.

[Interpreted] Good morning, ladies and gentlemen. I thank you very much for your trust and election. From my side, we'll try to ensure that the meeting is conducted efficiently, First of all, I signed the attendance register. And for today's general meeting, we have shareholders who have 116,444,433 shares, which constitutes 89.15% or 89.16% of the shared capital. And now let me move on the substantive issues.

Today's annual meeting has been called by the management through the current report 16 by 2025, dated the 29th of May 2025. And in other words, [indiscernible] General Meeting has been convened in accordance with the Commercial Companies Code. And the provisions of the Articles of Association of the Bank and the provisions of the law and private securities.

So this meeting has been convened properly and is capable of taking legally binding resolutions. If you allow me, ladies and gentlemen, now just a few organization or housekeeping items. So as information for shareholders. Among management board, we have -- I'm sorry, the Supervisory Board, we have the Chairman; Mr. Sikora, Mr. Kapuscinski, Anna Rulkiewicz and [indiscernible] Smalska present all management board members unpresent as well. I have also been informed that in the deliberations, we also have represent [indiscernible] of the auditors and the statutory auditors of the bank.

And now with respect to how we can proceed. In terms of -- general vote will be open ballot and secret ballot will be conducted only with respect to items pertaining to the personal items. But at the request of any shareholders submitted during the general meeting, I will be obliged to organize a secret ballot vote, with respect to any other item that is included in the agenda of the General Meeting.

The draft resolutions have been submitted by Board and posted together with the notice of the general meeting. As a rule, I were to put to vote, a resolution in the wording that had been proposed by the Management Board. However, if the shareholders have any proposals with respect to amendment of the text of the resolution, please submit that proposal and then we will be able to proceed in an appropriate manner.

First of all, we probably will put to a vote, the so-called alternative versions if there are such and otherwise, those proposed by the shareholders. Every shareholder that had voted against resolution has the right towards the objection. A voice of objection opens the path for such shareholder to actually challenge this resolution in court. But of course, such objection must be recorded in the minutes. So a request to all the shareholders who voted against and want to submit that objection, then your objection will be recorded in the minutes of today's General Meeting.

So I do believe that we can now, without further ado, move to other items of the agenda. I see no objections. So let us now proceed on the topics covered by the agenda. So first of all, we have a resolution which is the approval of agenda and also the confirmation of the financial statements ending on the 31st of December 2024 than in consideration and approval of the financial consolidated financial statements, also consideration and approval of the Management Board report, and the capital group which includes also the statements on sustainable development of the Bank and the Capital Group. And granting discharge of members of the management board for reviewing and approval of the Supervisory Board report [indiscernible] activities, the use of revisioning policy and effectiveness of the Supervisory Board operations in 2024 as well as assessment of adequacy of internal regulations in this period of time.

And then the approval of Supervisory Board on remuneration of the Management Board, granting a discharge of Supervisory Board members, recreating reserve capital for the purpose of dividend payout, including advanced payments. Distribution of net profit for 2024 and distribution of undistributed profits from previous years, amendments to the Articles of Association, creating an incentive program for the MRT and then the incentive program, which is share based, for selected bank employees, which are not MRTs and the authorization of the management bank -- of the bank to acquire treasury shares and creating a reserve capital for the treasury share buyback program and the conclusion of the general meeting.

And so now I simply put to a vote the proposed agenda. And now let me open the vote.

[Voting]

[Interpreted] So let me thank you very much [indiscernible] so unanimously, the general meeting had adopted the proposed -- the management board, the agenda that has been proposed by the Management Board. This enables us to simply move forward to strictly substantive issues. So now we have a group of resolutions on the approval of financial statement from the Bank and the Capital Group in last year.

So now if I could invite Madam President, Madam CEO to speak about development in the bank in this period. So according to the tradition from the previous years, when presenting the activities of the bank last year, if you could, Madam, present also a proposal of management in terms of the payout of the dividend. And of course, the vote will happen a little bit later when we come to that item in the agenda.

[Interpreted] Ladies and gentlemen, dear shareholders, I would like to welcome you very cordially. I'd like to thank you for your attendance at today's General Meeting of Bank Handlowy. In spite of the fact that today's purpose is to sum up the results and performance of 2024, I would like to use this opportunity and present to you, the most pertinent information about a transaction announced in May this year on exiting the retail banking. I will speak briefly about bank operations in 2024 and the financial results that have been attained. I will sum up the execution of our strategy and we'll speak about strategic directions for subsequent years and I will represent also a proposal with respect to distribution of profits for 2024 and undistributed profit -- distribution of undistributed profits from previous years.

So now let's move on to the following slide. The year 2024 has been a year in which there was a clear recovery in investment and greater optimism among our customers. And this translated into higher credit volumes and also maintaining high revenue levels. And the high dynamics were also in the strategic segment, that is corporate segment where the volume of credit has grown by over 20% last year.

In the entire institutional banking sector, the balance of loans grew by 8% year-on-year. In 2024, the bank exceeded over [ PLN 5 billion ] and the so-called extended financing to its corporate customers. Citi Handlowy has also taken part in the most important transactions in the Polish market. Among others, the cofinancing of the taking over of Eurozet by the Agora, financing of CCC and financing the debt and playing the role of a global coordination in the accelerated sale of Allegro and Santander. It's also worthwhile mentioning that in 2024, this was a period for the bank of continued to grow in terms of service payments. You can see in the overhead in the slide, the dynamics in transactional banking is also something, to us, very heartening.

In retail banking, we are focusing in terms of asset management. And the outcome of that is increased deposits from individual customers. And higher volume of investment products. This was also a record year in terms of the number of high net worth customers. Citi private clients had grown by 7%. These positive business dynamics translated into a very sound performance, financial performance. The revenues of the bank in 2024 had reached nearly PLN 4.5 billion. And we are very short of actually reaching a record level that we had recorded last year. Looking, however, at the revenues and longer time horizon, we can see that revenues have been nearly doubled compared to the year 2021. And we -- in autumn of 2023, reduction of interest rate had an impact on a slight decrease in the income from interest, but, of course, had at the time, also higher commission income.

Of course, costs grew mainly due to wage pressure and higher employment and inflation also had an impact on overall admin costs such as advisory services or auditory services. In spite of all of that, Citi Handlowy maintained a very high efficiency in terms of operational activities and had returns higher than the average for the banking sector. We preserve the cost discipline. The cost to income ratio reached 3.5%, ROE 21.1% and ROA, 2.4%.

Despite the growth in credits, the quality of the credit portfolio, loan portfolio is very high and the cost of risk is 8 basis points. In 2024, we delivered PLN 1.6 billion in net income. Obviously, we have been affected by one-off events that is the actuarial write-off in retail banking of PLN 432 million point 5,000 (sic) [ 432.5 million ]. At the same time, the equity and liquidity situation of the bank is very strong. Our equity indices remain above -- well above regulatory requirements, which means that we can continue our strategic and business operations as planned.

Now let us move to the delivery of the strategy over the years 2022-2024. The year 2024 was the final year of that strategy, and it gives me great pleasure to tell you that the aspirational objectives that we had planned for the term have been delivered in the great majority. In 2024, we have been working very closely with our clients. We have been supporting the aspirations of development, supporting them in efficient liquidity management, delivering funding and advice or counseling services for transactional purposes. This has been reflected in our delivery. In 2022-2024, we have been growing by 15% on average year-on-year.

Institutional Banking growth, 8%; retail banking growth 26%. Moreover, we delivered return on investment. The return on equity reached 21.1% at the end of the year in comparison with the 12% planned, ROA 2.4%, and we had actually assumed 1.4%. As a result of inflation, costs have been growing more swiftly than assumed. Nonetheless, we -- despite the 7% growth in expenses, we managed to keep our business efficient. The cost-to-income indice reached 35%, much, much better than assumed in the strategy. Nonetheless, the high interest rate environment and our clients' situation had yielded less demand for credits.

In 2025 -- '24, excuse me, we have been working to support client assets in the institutional segment, which has yielded 8% in institutional loans in the year 2024. We were focusing -- we have been focusing on investment banking on its inefficiency as well as on the development of talent, HR and institutional culture. PLN 1.3 billion were actually -- excuse me, we extended PLN 1.3 billion in so-called green asset loans, delivering our fundamental objective concerning sustainable development for the years 2022-2024.

According to our dividend policy, we wish to allocate most of our profit to dividends to shareholders. In 2024, given the necessity to meet regulatory MREL requirements and recognizing profit for 2023, we paid 65% out in dividends, whereas with regard to the other arrears, we paid 100% and 75% in 2022, 2023, respectively.

Now let me move to the next slide. I would like to now deliver the most important information concerning the transaction of selling our retail banking to VeloBank. PLN 6 billion in loans, PLN 22.1 billion in deposits and approximately PLN 8.9 billion of management assets -- managed assets shall be handed over. We will be handing over the organized part of the company to be transferred to VeloBank in exchange for VeloBank shares to be then bought out by VeloBank shareholders. The value of the transaction has been valued at PLN 1.1 billion, including the fixed price component, i.e., PLN 432 million. The variable price component will reach no more than PLN 100 million.

And thirdly, we need to release the equity surplus, which had been associated with the retail banking plus a profit delivered by the transactional object or subject actually entity at PLN 570 million. We obviously need to secure regulatory permits. We are -- as a result, we are going to be releasing part of our equity that we intend to use for loan campaigns in the institutional sector and will allow us to focus on areas where we have the competitive advantage. I would like to emphasize that we are exiting the retail banking segment according to the strategy of our majority shareholder, according to the announcement made in 2021, but that does not necessarily mean that Citi will be limiting its operations in Poland.

We are going to remain a publicly listed company on the Warsaw Stock Exchange. Moreover, we have assumed that by 2027, the net income for business for retail banking will be raised to an equal amount in the institutional banking sector, not to mention the fact that we are not going to -- this will not be affecting our dividend, we intend to keep paying the maximum dividend to our shareholders. The transaction will definitely affect the overall operational directions.

We have decided to meet our fundamental model and conform to it, including the strategy that I'm going to discuss with the use of the next slide. As you do know, in December 2024, the Supervisory Board had approved our strategy for the years 2025, 2027. Its main financial assumptions have been listed on the left-hand side of the slide. Be that as it may, since we are exiting retail banking as announced in May, our strategic directions have been altered. We have assumed that the transaction will close by mid-2026, and we are then going to be focusing on our key competence areas.

We intend to become more swift at developing institutional banking, the most effective and income-producing of all our segments. I would like to remind you that 2024, this particular segment had accounted for over 70% of our income. The equity released will be redirected to the development of institutional banking. We are going to be using market trends and the economic pickup in Poland, not to mention the overall global potential of Citi as such.

We see our main opportunities in the areas of -- in such areas as energy transformation, the growing needs for defense investment, not to mention new economy companies as our -- one of our targets. We want to become one of the most effective financial institutions in Poland with a proper ROE of approximately 19% and ROA of 2.6% by 2027. This will translate into higher yields to -- or payouts to our shareholders of approximately 75% to 100%, obviously, having secured the regulators' proper permits. Our intent is also to pay our shareholders in 2026 and special money that is going to be the result of the retail banking sales.

Now let me move to the final slide of my presentation. Let me use it to present you with the proposals of the Management Board with regard to the division of profits or allocation of profits for the current year. You can see what was going on to the -- with the Bank's shares over the last years. The shares have dropped as a result of the overall drop in interest rate in Poland. The bank has a very strong equity position, which means that we can be consistent in delivering the dividend policy of the bank and sharing most of our profits with our shareholders.

In 2024, the net income of the bank totaled PLN 1.792 million and the regulators permit allows us to pay out up to 75% of that profit, which means that we intend to allocate PLN 1.3 billion to the -- our shareholders, PLN 10.1 per share. This is -- the dividend rates will reach 9%. That is actually going to be the second highest in our history. The dividend payout day will be July -- the dividend date shall be July 7, 2025, the dividend payout day will be July 14. Now with regards to the nonallocated profit, in having talked, having consulted with the regulator, we would -- we wish to pay that unallocated profit in the not-too-distant future.

We are going to be establishing dividend equity to include nonallocated profit from previous years. Now the shareholders and regulators' approval and the approval of the Supervisory Board in the area will make us considerably flexible. We will be able to pay out -- pay money out to our shareholders outside of the general assembly, obviously, pending approval by the Supervisory Board and the regulator.

In closing, I would like to thank the members of the Management Board and the Supervisory Board for their unquestioned support over last year. Thank you very much for your attention. Now I'm open to questions.

[Interpreted] Any questions from our shareholders?

Thank you very much. Let us then vote on resolutions required by the law and associated with the bank's operations in last year. Resolution #3 of the Ordinary General Meeting of Bank Handlowy w Warszawie S.A. on the consideration and approval of the annual financial statements of the bank for the financial year closing on December 31, 2024.

Pursuant to Article 395, Paragraph 2, Item 1 of the Commercial Companies Code and Paragraph 9, Section 1, Item 1 of the Bank's Articles of Association, the Ordinary General Meeting having considered the annual financial statements of the bank for the financial year as quoted has resolved to approve the annual financial statement of the bank of Bank Handlowy w Warszawie S.A., comprising the statement of financial position prepared as of December 31, 2024, showing a balance sheet total of PLN 72,569, 193,000. Income statement for the year 2024, showing net profit of PLN 1,791,979,000. The statement of comprehensive income for the year 2024, showing a total comprehensive income of PLN 1,590,792,000. Statement of changes to equity for 2024 of PLN 9,855,483,000.

The cash flow statement for the year 2024, showing net cash balance of PLN 5,794,361,000 and additional information and explanatory notes together with the independent auditor's report on the audit of the financial statements. Let us now, ladies and gentlemen, take a vote.

[Voting]

Thank you very much. The vote is now closed. 116,470,811 votes for, 193 votes against, 23,458 votes of abstention. I would like to conclude that the ordinary shareholders' meeting has approved the bank's financial statement for the year 2024.

The following resolution is with respect to the approval of the annual consolidated financial statement of the capital group of the bank for the financial year 2024. This is resolution #4 in your materials of today's General Meeting pursuant to Article 295, Paragraph 5 of the Commercial Companies Code in connection with Article 55, Paragraph 5 and Article 53 as well as the Accounting Act in consideration of the annual consolidated financial statement of the capital book for the financial year ending on December 2024, has resolved to approve the annual consolidated financial statement of the capital group of Bank Handlowy w Warszawie S.A. for the financial year ending with the 31st of December 2024, comprising, first of all, consolidated financial statement and position prepared for the 31st of December 2024, showing a balance sheet total of PLN 70,478,103,000.

The consolidated income statement for the year showing a net profit of PLN 1,769,457,000. Consolidated statement of comprehensive income for the year showing the comprehensive income of PLN 1,559,196 000. Consolidated statement unchanged in equity for the year '24, showing the balance sheet of 9,868,531,000. Consolidated cash flow statement for the year 2024, showing the net cash balance of PLN 5,794,361,000. Additional information and explanatory notes with the independent auditor's report on the audit of the financial statement.

I here now open the vote. Please cast your vote in respect to the consolidated financial statements.

[Voting]

[Interpreted] I hereby close the vote in favor of the resolution. Consolidated statement has been, for 2024, 116,470,811 votes were cast, against 193 votes and abstentions 23,458 shares. So let me just state that the general meeting has approved the consolidated financial statement of the capital book of the bank for the final -- for the previous fiscal year.

The next item is with respect to the approval -- consideration of Royal Bank report and activities of the bank and of the capital group, which include, among others, a sustainability statement of the bank and the bank capital Group for the year 2024. This is resolution #5 in your materials. Pursuant to Article 395, Paragraph 2.1 and Paragraph 5 of the Commercial Companies Code and Paragraph 9, Section 1, Item 1 of the Bank Articles of Association, in connection with the Article 63 of the Accounting Act in the Ordinary General Meeting considers and results to approve the Management Board report on the activities of Bank Handlowy and the capital group in 2024, including, among others, sustainability statement of the bank and the bank capital Group for 2024.

I hereby open the vote on this resolution.

[Voting]

[Interpreted] Thank you very much. I now close the vote. In favor of the resolution, 116,470,811 votes, 193 votes against 23,435 votes abstaining. So let me just state that the General Meeting has approved and adopted the report of the activities of the Management Board last year.

The next item is discharge of duties for the members of the management banks. It's a personal item. Hence, all these resolutions will be voted in secret ballot vote. And the resolution first in this group, and this is resolution #6 of the Ordinary General Meeting on the granting of discharge of the President of the Management Board, Elzbieta Czetwertynska. I now open the vote. Please cast your votes.

[Voting]

[Interpreted] Thank you very much. I now close the vote. And let me state that the General Meeting had approved the performance discharge of duties [ 16,445,087 ] votes were cast, against 45,917 and abstentions, 23,458. The following resolution is also the discharge of duties of the Vice President of the bank, Natalia Bozek. This is resolution #7. Please cast your votes.

[Voting]

[Interpreted] Thank you very much. I now close the voting. And let me state that the general meeting has deterred the -- approved the discharge of duties of Natalia Bozek. 16,425,087 votes; against, [ 45,000 ] and 23,458 votes abstaining.

And now let us move on to the approval of the discharge of duties for the Vice President; Mr. Patrycjusz Wojcik. Please cast your vote.

[Voting]

[Interpreted] Thank you very much. I close the voting. And let me state that the general meeting had the approval of performance of duties for Mr. Patrycjusz Wojcik. 116 425,457 in favor; against, 43,917 and 23,458 votes against abstention.

The following Resolution, resolution #9 on the performance of duties for the Vice President of the Board, Mr. Maciej Kropidlowski. Please cast your votes.

[Voting]

[Interpreted] Thank you very much. I now close the voting. And let me say that the general meeting had extended the granting of discharge of duties of Vice President, Mr. Maciej Kropidlowski. In favor, [indiscernible] votes, against 30 million -- I'm sorry, the results aren't displayed on the screen. And now we will vote on the discharge of duties for the Vice President of the Management Board of the bank, Andrzej Wilk. Please cast your votes.

[Voting]

[Interpreted] Thank you very much. I now close the voting. And let me say that the general meeting had given -- granted the discharge of duties for Mr. Andrzej Wilk. In favor of 113,425,087 votes; against, 45,917 votes and 23,458 votes abstention.

And now let us move on the discharge of duties for Vice President of the Management Board, Barbara Sobala. Please cast your votes.

[Voting]

[Interpreted] Let me now close the voting and say that the general meeting has granted the discharge of duties to the Vice President, Barbara Sobala. In favor; 116,425,087 votes; against, 45,917 votes and abstentions, 23,458. The subsequent resolution, this is #12 in your materials. The granting discharge of duties for Vice President of the Management, Katarzyna Majewska. I hereby open the voting.

[Voting]

[Interpreted] Let me now close the vote. And let me just state that the general meeting has granted discharge of duties for Vice President of the Bank, Katarzyna Majewska. In favor, 116,425,087 votes; against 45,917 votes and abstention, 23,458. And now we will be voting on granting discharge of duties for a member of the Management Board, Mr. Ivan Vrhel. Please cast your votes.

[Voting]

[Interpreted] Thank you very much. I now close the voting. And let me state the general meeting has granted discharge of duties for Mr. Ivan Vrhel. In favor; 116,425,087 votes; against, 45,917 votes and abstentions, 23,458 votes.

I also do believe that in my own name and on behalf of the shareholders, I can congratulate all the members of the Management Board to have this very strong support from the side of the shareholders. And we cannot hear the speaker without a microphone, but I do believe that this was expression of thanks for the vote of confidence. Thank you very much.

And now let us move on to the following item. There is consideration and approval of the bank's supervisory board for the 2024 assessment of the remuneration policy applied in the bank, assessment of the effectiveness of the Supervisory Board operations in 2024 and the assessment of the adequacy of internal regulations regarding the functioning of the Supervisory Board in the third period.

I would like to now invite the Chairman of the Supervisory Board to take the floor.

Good morning, ladies and gentlemen. Let me begin by telling you that matters, which have been made part of the statutory requirements for the Supervisory Board have been included in this report that was published before some time ago.

I would like to point to two items of particular importance that I consider particularly essential non-statutory, which made 2024 quite a special year.

Firstly, the Supervisory Board had focused on true matters, which have been presented by the Management Board already. On the one hand, associated with the preparation of the retail exit transaction as discussed by our CEO. And I would like to emphasize that it required us to be deeply, deeply involved in the process. We actually met nine times and so that required four times, and we had also met a number of times, apart from formal meetings in order to clarify matters requiring clarifications, explanations prior to formal meetings. That was very, very intense for us.

I would like to emphasize that we paid particular attention to shareholders' interest both in terms of the structure of the transaction as such, economic conditions as well as what the bank is going to do once the retail banking has been exited. We focused on employee and client interest alike. I believe that the transaction discussed by our CEO, has reflected it to the forest.

We had also discussed another matter, i.e. the strategy tabled by the Management Board, the strategy of the Global Business Bank. It's absolute pillar or pivot involving focus on the institutional client. I would like to emphasize that according to our traditions, the Bank Handlowy and Citi, the two components, which had merged in 2021 have been present on the Polish market for decades.

That goes both for Bank Handlowy and Citi. And what the Citi component had done have definitely been focused on the institutional clients. This means that the strategy presented by the Management Board and discussed by the Supervisory Board had been a revisiting of the absolute routes. The pivot of our operations, our core competence and a sense of delivering best value to all our clients.

I would like to emphasize both these issues of particular strategic importance. We had been, as said, before discussing it. I would also like to use this opportunity and extend my most profound thanks to the entire Management Board and the Bank's staff for the extraordinary involvement in the preparation -- in the process of preparing the transaction and related records or documents. And that had been a task, which was totally separate to the day-to-day business of handling our customers and providing service to them. This is something that merits a particular emphasis in our summary of the year 2024.

Should you have any questions concerning our report obviously, we are at your disposal. We are all prepared to answer any questions you might have.

Thank you very much. Any questions, ladies and gentlemen? If not, thank you very much.

Let us just take a vote on the resolution concerning the consideration and approval of the Bank Supervisory Board report for its activity for 2024 pursuant to Article 382, Paragraph 3.3 and Article 395 Paragraph 5 of the Commercial Companies Code, the Ordinary General Meeting resolved to approve the report on the activity of the Supervisory Board of Bank Handlowy w Warszawie SA in 2024, presented by the Supervisory Board based on an assessment as contained in the report of the activity of the Supervisory Board of Bank Handlowy w Warszawie SA in 2024, states the established remuneration policy contributes to the development and security of bank operations.

Based on the Supervisory Board self-assessment as contained in the report on the activity of the Supervisory Board of Bank Handlowy w Warszawie 2024, positively assesses the effectiveness of the Supervisory Board's operations for 2024 and considers the internal regulations regarding the functioning of the Supervisory Board as adequate for the period, i.e. Articles of Association of Bank Handlowy w Warszawie SA, regulations of the Supervisory Board of the Bank. Assessment of the Supervisory Board members and the regulations of the Supervisory Board committees, all published on the bank's website. Let us take a vote.

[Voting]

Thank you very much 116,466,608 votes cast in favor; 4,396 against; and 23,458 votes of abstention. I therefore conclude that the general assembly approved the Bank Supervisory Board report on the activity for 2024.

The next item is the opinion of the -- concerning the works of the assessment of the Supervisory Board pursuant to articles of association of the bank and the act of law concerning the public offering and the introducing financial instruments to the organized order and company's code, the General Assembly positively assesses the reports concerning the remuneration of the banks of the remuneration of the Management Board members and members of the Supervisory Board of Bank Handlowy w Warszawie SA in 2024 pursuant to all acts as quoted. I would like to now open the voting procedure.

[Voting]

Thank you very much. The vote is now closed. I would like to conclude that the resolution has been approved, 110,198,776 votes; against 6,295,493 votes against; 193 votes of abstention. The next item on our agenda involves the vote concerning the discharge for the members of the Supervisory Board of the bank similarly to the discharge to resolutions concerning discharges for Management Board members, we will be voting in secret ballot.

We are going to begin by granting discharge to Chairperson of the Supervisory Board of Bank Handlowy w Warszawie, Mr. Slawomir Sikora.

[Voting]

Thank you very much. I hereby close the vote. I would like to conclude that the general assembly has approved the resolution and has granted discharge to Mr. Slawomir Sikora, 115,820,384 votes in favor; 650,620 votes against; 23,458 votes of abstention. Now we shall be Voting on the discharge to the Vice Chairman of the Bank Supervisory Board, Mr. Ignacio Gutierrez-Orrantia. Let us vote, please.

[Voting]

Thank you. The vote is now closed. I would like to conclude that the general assembly has granted discharge to Mr. Ignacio Gutierrez-Orrantia, 115,820,384 votes for; 650,620 votes against; 23,438 votes of abstention. Now we shall be quoting on the granting of discharge to member of the Bank's Supervisory Board for 2024 Ms. Natalia Bozek. Let us vote.

[Voting]

Thank you very much. The vote is now closed. I would like to conclude that the general assembly has granted discharge to Natalia Bozek, member of the Supervisory Board, 115,820,384 votes for, 650,620 votes against, 23,458 votes of abstention. The next resolution concerns the granting of discharge to member of the Bank's Supervisory Board, Mr. Fabio Lisanti. Let us vote.

[Voting]

Thank you very much. The vote is now closed. I would like to conclude that the general assembly has granted discharge to member of the Bank Supervisory Board, Mr. Fabio Lisanti, 115,820,384 votes for, 650,620 votes against, 23,458 votes of abstention. The next resolution concerning -- concerns the granting of discharge to member of the Bank's Supervisory Board, Mr. Marek Kapuscinski. Let us vote.

[Voting]

Thank you. The vote is now closed. I would like to conclude that the general meeting has granted discharge to Mr. Marek Kapuscinski, Member of the Supervisory Board. 115,820,384 votes in favor, 650,620 votes against, 23,458 votes of abstention. The following resolution is granting the discharge to member of the Supervisory Board, Mr. Andras Reiniger. Please cast your votes.

[Voting]

Thank you very much, and I close the vote. And let me say that discharge has been granted to Mr. Andras Reiniger. In favor, 115,820,384 votes, against 650,620 votes, and abstention 23,458 votes. And now the following resolution on the discharging of Anna Rulkiewicz, member of the Management Board -- I'm sorry, Supervisory Board. Please cast your votes.

[Voting]

Thank you very much. I call the vote. And let me say that the general meeting had granted discharge of Anna Rulkiewicz of the Supervisory Board. In favor, 115,820,384 votes, against 650,620 votes and abstaining 23,458 votes. And now the subsequent resolution is granting discharge to member of the Supervisory Board, Ms. Barbara Smalska. Please cast your votes.

[Voting]

Thank you very much. And I close the vote. And let me say that the general meeting has granted discharge to Ms. Barbara Smalska, Supervisory Board member. In favor 115,820,384 votes, against 650,020 votes, and abstaining 23,458 votes. And now the granting of discharge for member of the board, Ms. Silvia Carpitella. Please cast your votes.

[Voting]

Thank you very much, and I'll close the vote. And let me state the general meeting has granted discharge for Silvia Carpitella, member of the Supervisory Board in favor 115,820,348 votes, against 650,620 votes and abstaining 23,438 votes. And final voting in terms of granting discharge for Helen Hale, member of the Supervisory Board. Please cast your votes.

[Voting]

Thank you much. I now close the vote. And let me state that Helen Hale, the member of the Supervisory Board received the discharge of duties, in favor 115,820,384 votes, against 650,620 votes, and abstention 23,458. All members of the Supervisory Board has have been received the granting of discharge from the shareholders. So congratulations from me.

So we have now completed the block of the so-called regulatory vote and now let's return to financial items. And the subsequent resolution is on the creation of the capital reserve for the purpose of dividend payment, including advance dividend. This is resolution #26. And of today's ordinary general meeting on the creation of capital reserve and for the purpose of dividend payout, including the advance dividend pursuant to Article 396 Paragraph 4 and 5, and Article 349 Paragraph 2 of the Commercial Companies Code in conjunction with Paragraph 30, Section 1, Item 3 and Paragraph 33, Section 2 of the Bank's Articles of Association, the Ordinary General Meeting of the Bank create a capital reserve to be earmarked for the dividend payout, including advance payment called the dividend capital, and hereby authorizes the Management Board to dispose of it for the purpose of paying advance dividend in accordance with Article 349, Paragraph 2 of the Commercial Companies Code.

The resolution regarding the authorization of the Management Board on the dividend capital using for and according to Article 349 of Articles of Association. Of course, it comes into force provided that the amendment to the Articles will be registered by the court, and this is, of course, in connection with a decision of 27th of June 2025 on amendment of the Article of Association of Bank Handlowy w Warszawie Company. And now let me open the voting on this resolution.

[Voting]

Now I close the voting. Let me state that the General Meeting had expressed its concern to create dividend capital in favor, 116,490,259 votes, against 4,203 votes, and there have been no abstentions. Subsequent resolution and the agenda is distribution of net profit for the year 2024.

Pursuing to Article 395, Paragraph 2, Item 2 of the Commercial Companies Code and Paragraph 9, Item 2 of the Articles of Association, and the bank decided to distribute the net profit for the year 2024 amounting to PLN 1,791,978,477.05 and distributed in the following way.

Dividend for shareholders PLN 1,342,776,931.65, which signifies the dividend amount and per share it will be PLN 10.29. In the amount of PLN 449,201,545.40 are the undivided.

The dividend date is July 7, 2025 and the date of dividend payout date will be July 14, 2025. And the amount of dividend per share has been calculated by dividing the number of the amount of shares divided by number of shares, reduced by the number of Treasury Shares held by the Bank. And hence, there are 130,493,385 shares that are taking part in the distribution. So now let me open to our vote the resolution with respect to the distribution of profits.

[Voting]

Thank you very much, and now I close the vote. Let me state that the general meeting has distributed the profit in accordance with the management proposal. In favor, 116,490,259 shares and against 4,203 votes.

And now, I think the final resolution within the group financial resolutions and the distribution of undistributed net profits from the previous years. Pursuant to Article 395 Paragraph 2 Item 2 of the Commercial Companies Code and Paragraph 9 Section 1 Item 2 of the Bank's Articles of Association. Ordinary General Meeting decided to distribute the entire undistributed profit from the previous years of PLN 1,091,283,635.71, which consists of undistributed profit from 2018 of PLN 163,279,653.78; Undistributed profit from 2019 PLN 478,802,436.53; and undistributed profit from 2024 to the amount of PLN 449,201,545.40.

By allocating to this dividend capital created by the Ordinary General Meeting in the -- with the resolution #26/2025 dated 27th of June 2025, and the creation of capital reserve for the purpose of dividend payout, including advance dividend payment. And now, please cast your votes with respect to this item.

[Voting]

Thank you very much, and let me close the voting. And now let me say that the general meeting has taken the decision on distribution of undistributed profit from previous years in accordance with the proposal of the management. In favor, 116,476,470 votes and against 17,992 votes.

And now we will move on to Resolution #29, which is regarding the amendments to the Articles of Association of the Bank. Recently we informed you that, in order to adopt this resolution with respect to amendment of the articles, it is necessary to have qualify majority of at least 3/4 of votes present in the general meeting. And this is a resolution in accordance with data voting provided by the management, Ordinary General Meeting, acting pursuant to Paragraph 9, Section 2 of the Articles of Association of the Bank and the Commercial Company agreed to adopt the following changes to Statute.

So there are paragraphs -- Paragraph 5, Section 3, Point 6; in Paragraph 5 Section 4, Point 19, and Paragraph 5, Section 4, Point 21, letter f, and Paragraph 5, Section 4, Point 21, Letter l and Paragraph 18, Section 1, Point 7. And the resolution will come into effect on the date registered in the National Court Register, in accordance with Article 430 Paragraph 1 under Commercial Companies code. And the change of“ Statute articles has been also approved by the financial supervisor authority.

And the ordinary general meeting adopted the consolidated text of the Bank's “Statute”, including the amendments specified in Paragraph 1, with the comments indicated in the annext to this resolution. So please cast your votes with respect to this specific item.

[Voting]

Let me thank you, and I close the vote. Let me just state that the changes to the articles have been adopted by the general meeting in favor 114,496,215 votes, which constitute 98.26% of all votes cast. In other words, it meets the requirement. I'm sorry, this is the required majority and I guess, 1,901,661, the numbers are displayed and abstention 96,586 votes.

And now we have also a second resolution on changes in the Articles. Resolution #30/2025 of the ordinary general meeting, acting pursuant to Article 9 Section 2, Point 2 of the Articles of Association of Bank Handlowy w Warszawie Spólka Akcyjna and Article 430 Paragraph 1 of the Commercial Companies Code, decides to adopt the following changes to the Articles of Association.

In Article 33, Section 2 of the Statute and in Article 36 of Statute. The resolution enters into force on the day of its adoption with effect from the date of entry of the change in the register of entrepreneurs in accordance with Commercial Companies Code. The amendments to the Statute require the consent of the Polish financial Supervision Authority. The ordinary general meeting adopts the consolidated text of the Bank's Statute includes the amendments specified in Paragraph above.

I would -- I was asked to tell you that actually, the financial -- Polish financial Supervision Authority adopted the -- or issued their permit yesterday, we are not going to enter amendments at this point, because the permit has just been granted yesterday. Now let us vote.

[Voting]

The including the consolidated text arising from the resolution in question. Thank you very much. The vote is now closed. I wish to conclude that the general assembly has adopted changes to the Articles of Association, 114,742,207 votes, i.e. 98.495% of all votes cast. The majority has been achieved 1,655,669 votes against 96,586 votes of abstention.

Now we shall proceed to our next item, i.e. Resolution #31, regarding of the introduction of the share-based incentive plan for persons whose professional activities have a material impact on the Bank's risk profile. As said, resolution #31/2025 on the -- of the Ordinary General Meeting. The title has already been quoted. The Ordinary General Meeting resolves as follows: we have the content of the program that has been included in the resolution. Let us now vote concerning that particular resolution. It does not affect the Articles of Association. All we need is an ordinary majority of votes to be cast in order for the resolution to be approved.

[Voting]

Thank you very much. I would like to conclude that the general assembly has introduced the share-based incentive plan for persons whose professional activities have a material impact on the Bank's risk profile. 111,680,514 votes cast in favor. 4,813,755 votes cast against, 193 votes of abstention.

The next resolution on our agenda concerns the introduction of a share-based incentive plan for selected bank employees other than persons whose professional activities have a material impact on the bank's risk profile. Resolution #32/2025. The Ordinary General Meeting resolves as follows: the resolution contains the rules of the plan. Ladies and gentlemen, let us vote.

[Voting]

Thank you very much. The vote is now closed. I would like to conclude that the general meeting has introduced the share-based incentive plan for selected bank employees other than persons whose professional activities have material impact on the bank's risk profile. 111,680,514 votes cast in favor, 4,813,755 votes cast against, 193 shares of abstention.

And now ladies and gentlemen, we have the final material item on our agenda, concerning the Management Board authority to acquire Treasury Shares and create reserve equity for purposes of Treasury Shares buyback programs. Resolution #33/2025.

Yes, resolution #33/2025, the ordinary general meeting, Acting pursuant to Article 393 Clause 6 in conjunction with Article 362 Paragraph 1 Clause 8 and Article 362 Para 2 and Article 396 Para 4 and 5 of the Act of the Commercial Companies Code results as follows: the Paragraph 1 in connection with the adoption by the Bank's ordinary general meeting on June 27, 2025 of the resolution concerning the introduction of share-based incentive plans for persons whose professional activities have a material impact on the bank's risk profile.

And Resolution #32 on the introduction of share-based incentive plans for selected bank employees other than persons whose professional activities have a material impact on the bank's risk profile, and the introduction based thereof on share-based remuneration schemes for persons specified in each of these resolutions, collectively "Incentive Plans 2", in order for the bank to purchase Treasury stock for purposes of transferring shares to eligible persons under Incentive Plans 2 referred to above as well as to eligible persons under incentive plans introduced by the bank's Extraordinary General Meeting, on 16th December 2022 -- in resolution #3/2022 and #4/2022, the general meeting hereby authorizes the management board to purchase fully paid-up shares of the bank listed on the regulated market operated by the Stock Exchange in Warsaw SE with the nominal value of PLN 4 each bearing ISIN code number as quoted.

It will -- and the acquisition of these Treasury Shares will be based on the following rules. The bank may acquire no more than 850,000 Treasury Shares i.e., representing no more than 0.65%. The bank may acquire its Treasury Shares in any manner permitted, subject to applicable rules and regulations, in particular, by way of direct acquisition of Treasury services by the bank, the acquisition of Treasury Shares by an investment firm or in any other manner. Both of your transactions entered into on the regulated market, operated by the Warsaw Stock Exchange and transactions effected outside the regulated market.

Item 3, the purchase price of Treasury Shares may not be lower than PLN 4 per share or higher than PLN 180 per Treasury Share. It is being understood that if Treasury Shares are acquired under the Treasury Shares buyback program in compliance with the relevant provisions of regulation number 596/2014 of the European Parliament and of the Council, and repealing Directive 2003/6/EC of the European Parliament of the Council.

With regard to regulatory technical standard for the arrangements applicable, the purchase price of Treasury Shares will be determined taking into account all of the above. Treasury Shares will be purchased against cash payment at a purchase price to be paid by the bank out of the capital reserve referred to in Para 3 below, established for the purpose out of the amount, which in accordance may be used for distribution among shareholders.

The authorization of the bank's Management Board to acquire Treasury Shares will remain in force for a period of 3 years from January 1 2026 until December 31, 2028. But no longer than until the funds set aside for the acquisition of Treasury Shares as specified above are exhausted.

The Management Board may at its own discretion and guided by the bank's interests, discontinue the acquisition of Treasury Shares prior to the end of the authorization period or before all funds at set aside for acquisition of such shares are fully exhausted or may abandon the acquisition of all or part of the Treasury Shares or withdraw at any time from implementing the resolution.

Treasury Shares acquired by the bank under the Treasury Shares buyback program may be offered to eligible persons referred to above. Under the terms and conditions specified or referred to in resolutions concerning incentive plans 1 or 2 in the performance of the bank's obligations related to the incentive plans 1 or 2 or if not transferred under the terms and conditions set forth above, may be redeemed in a separate procedure by the bank or may be disposed of by the bank in each case subject to restrictions on such redemption or disposal prescribed by the applicable rules of regulations.

Paragraph 3, Financing of Treasury Shares. In order to finance the acquisition of Treasury Shares in accordance with provisions of Article 362 Para 2 Clause 2 in conjunction with Article 348 Para 1 of the Commercial Companies Code. The ordinary general meeting results to establish a reserve capital to be used to finance the acquisition of Treasury Shares by the bank within the framework of the Treasury Shares buyback program.

For purposes of the above, the amount of PLN 75 million is being satisfied from the reserve capital created out of profits distributable as dividends to the reserve capital created pursuant to the resolution for purposes of implementing of the program. And the reserve equity created out of profit has been reduced by the amount of reserve capital created pursuant to that to taking into account the requirements set forth in Article 363 Para 6 of the Commercial Companies Code.

The general meeting hereby resolves that upon the lapse of the authorization period or an event set forth in Para 2 Section 6 above. The funds collected within the reserve capital established pursuant to this resolution, not used up for the acquisition of Treasury Shares shall be transferred back to capital or funds that contributed funds to the reserve capital created pursuant to this resolution.

While the reserve capital created pursuant to this resolution and referred here to, shall be resolved without the need of separate resolutions being passed by this general meeting.

Paragraph 4, authorization for the bank's Management Board. In order for the bank to acquire Treasury Shares under the Treasury Shares buyback program purposes of transferring them to eligible persons. Under the Incentive Plans 1 or 2 referred to above the general meeting hereby authorizes the Management Board to acquire Treasury Shares under the terms and conditions set forth herein and to take all legal and factual acts necessary to acquire such shares, in particular, to determine detailed rules for the acquisition of Treasury Shares.

To the extent, not specified in this resolution, including the determination for the acquisition of Treasury Shares and to execute an agreement with selected investment firm. All to authorized separate organizational unit of the bank to acquire such shares.

Paragraph 5, effectiveness. This resolution challenge or enter into force open its adoption, provided that the acquisition of shares under the Treasury Shares buyback program shall be permitted on condition that the bank first obtains a permit from the Financial Supervision Authority, referred to an Articles 77 and 78 of Regulation EU number 575/2013 of the European Parliament and of the Council.

Let us vote.

[Voting]

Thank you very much. The vote is now closed. I would like to conclude that the resolution -- the meeting, excuse me, has authorized the Management of Board to acquire Treasury Shares and create reserve equity for purposes of the Treasury Shares buyback program, 112,021,490 votes cast for, 4,472,779 votes cast against 193 votes of abstention.

And thus, ladies and gentlemen, we have exhausted the agenda for today's meeting. I would like to therefore conclude the proceedings and thank all shareholders for their attendance and the vote. Thank you.